1.1 The definitions in this clause apply to these Conditions.

: the agreement between Entelechy and the Customer for the supply of Services in accordance with these Conditions.

 these terms and conditions as amended from time to time in accordance with clause 15.

: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 10.5 or clause 10.6.

: the data inputted by the Customer, Learners, or Entelechy on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services and any data generated by, or derived from the Customer's use of the Services, whether hosted or stored within the Services or elsewhere.

: the person or legal entity that purchases the Services from Entelechy.

 means (a) the European Union General Data Protection Regulation (Regulation (EU) 2016/679) as adopted into and amended for the purpose of UK law; (b) the Data Protection Act 2018; and (c) all other laws concerning the processing of data relating to living persons.

: the date on which the Customer accepts these Conditions.

: Entelechy Academy Limited, a company registered in England and Wales under Company no 12526435 with its registered office at 21 Navigation Business Village, Navigation Way, Ashton-on-Riddle, Preston, PR2 2YP.

: the initial term of this Agreement as agreed between Entelechy and the Customer in writing.

: where a person ceases or threatens to cease to carry on business, becomes insolvent, has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, enters into any composition with creditors generally, or has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for amalgamation or reconstruction) or undergoes any similar or equivalent process in any jurisdiction, and a person shall be “solvent” where it has not undergone (or having undergone, is discharged from all aspects of) an Insolvency Event;

 individuals, employees, agents, members or independent contractors of the Customer, its subsidiaries and affiliates, who are authorised by the Customer to use the Services.

: the online applications provided by Entelechy as part of the Services.

: the subscription services provided by Entelechy to the Customer under this Agreement via www.entelechy.academy or any other website notified to the Customer by Entelechy from time to time.

: the subscription fees payable by the Customer to Entelechy for the User Subscriptions, as set out on the website or otherwise agreed between Entelechy and the Customer in writing.

: has the meaning given in clause 12.1 (being the Initial Subscription Term together with any subsequent Renewal Periods).

: Entelechy’s terms of use, which are available on the website www.entelechy.academy.

: the user subscriptions purchased by the Customer pursuant to clause 8.1 which entitle Learners to access and use the Services in accordance with this Agreement and the Terms of Service.

” (and its derivatives) shall have the meanings given to them in the Data Protection Laws.

2.1 These are the Conditions on which Entelechy supplies the Services to its Customers. The placement of an order by the Customer constitutes an offer to purchase Services in accordance with these Conditions.

2.2 Entelechy’s acceptance of a Customer order will take place when Entelechy emails the Customer to accept it, at which point and on which date the Agreement will come into existence.

2.3 Upon acceptance of an order in accordance with clause 2.2, Entelechy hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to permit Learners to use the Services during the Subscription Term.

2.4 In relation to Learners, the Customer undertakes that the maximum number of Learners that it authorises to access and use the Services shall not exceed the number of User Subscriptions it has purchased from time to time.

2.5.1 distribute or transmit to Entelechy, via the Services, any viruses;

2.5.2 store, access, publish, disseminate, distribute or transmit via the Services any material which:

2.5.2.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

2.5.2.3 depicts sexually explicit images;

2.5.2.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

2.5.2.6 is otherwise illegal or causes damage or injury to any person or property, and Entelechy reserves the right, on no less than thirty (30) days' prior written notice to the Customer, such notice specifying the breach of this clause and requiring it to be remedied within the thirty (30) day period, to disable the Customer's access to the Services for the duration of time that the breach remains unremedied.

2.6.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

2.6.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

2.6.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

2.6.2 access all or any part of the Services in order to build a product or service which competes with the Services;

2.6.3 use the Services to provide services to third parties;

2.6.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Learners, or

2.6.5 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2.

2.7 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, if there is any such unauthorised access or use, promptly notify Entelechy.

3.1 Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Subscription Term, purchase additional User Subscriptions in excess of the number agreed between the parties in writing and Entelechy shall grant access to the Services to such additional Learners in accordance with the provisions of this Agreement.

3.2 If the Customer wishes to purchase additional User Subscriptions, the Customer shall notify Entelechy in writing and Entelechy shall activate the additional User Subscriptions within 5 days of the Customer's request.

3.3 The Customer shall, within 30 days of the date of the Entelechy’s invoice, pay to Entelechy the relevant fees for such additional User Subscriptions.

Entelechy shall, during the Subscription Term, provide the Services to the Customer on and subject to the terms of this Agreement.

By agreeing to use our services, you may receive occasional special offers, marketing, and survey communication emails with respect to the services that we provide. You can easily unsubscribe from these communications by following the opt-out instruction in these emails. This can be done at any time.

5.1 The parties shall comply with Data Protection Laws when processing personal data under or in connection with this Agreement.

5.2 The Customer shall ensure that it has provided all appropriate notices (including Entelechy’s [privacy policy]) (https://entelechy.academy/privacy-policy.html) to, and to the extent required by Data Protection Laws obtained any necessary consents from, Learners to enable the lawful sharing of their personal data with Entelechy for the purposes of administering the User Subscriptions and the performance of this Agreement.

6.1 Entelechy undertakes that the Services will be performed in accordance with reasonable skill and care in accordance with good industry practice.

6.2 The undertaking at clause 6.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Entelechy's instructions, or modification or alteration of the Services by any party other than Entelechy or Entelechy's duly authorised contractors or agents.

6.3 This Agreement shall not prevent Entelechy from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.

6.4 Entelechy does not warrant that the Customer's use of the Services will be uninterrupted or error-free.

6.5 Entelechy warrants and undertakes that:

6.5.1 it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement; and

6.5.2 it will comply with all applicable laws and regulations with respect to its obligations under this Agreement.

7.1.1.1 all necessary co-operation in relation to this Agreement; and

7.1.1.2 all necessary access to such information as may be required by Entelechy; in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;

7.1.2 without affecting its other obligations under this Agreement, comply with all applicable laws and regulations with respect to its activities under this Agreement; and

7.1.3 ensure that its Learners comply with the Terms of Service.

7.2 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

8.1 The Customer shall pay the Subscription Fees to Entelechy for the User Subscriptions in accordance with this clause 8.

8.2 The Customer shall on the Effective Date provide to Entelechy valid, up-to-date and complete credit card details or approved purchase order information acceptable to Entelechy and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:

8.2.1 its credit card details to Entelechy, the Customer hereby authorises Entelechy to bill such credit card:

8.2.1.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

8.2.1.2 subject to clause 12.1, on each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

8.2.2 its approved purchase order information to Entelechy, Entelechy shall invoice the Customer:

8.2.2.1 on the Effective Date for the Subscription Fees payable in respect of the Initial Subscription Term; and

8.2.2.2 subject to clause 12.1, at least 30 days prior to each anniversary of the Effective Date for the Subscription Fees payable in respect of the next Renewal Period;

and the Customer shall pay each invoice within 30 days after the date of such invoice.

8.3 If Entelechy has not received payment within 5 days after the due date, and as Entelechy's sole remedy, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 5% over the then current base lending rate of Entelechy's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

8.4 All amounts and fees stated or referred to in this Agreement:

8.4.1 shall be payable in pounds sterling; and

8.4.2 are exclusive of value added tax, which shall be added to Entelechy's invoice(s) at the appropriate rate.

8.5 Entelechy shall be entitled to increase the Subscription Fees at the start of each Renewal Period upon 30 days' prior notice to the Customer.

The Customer acknowledges and agrees that Entelechy and/or its licensors own all intellectual property rights in the Services. Except as expressly stated in this Agreement, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.

10.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party's Confidential Information shall not be deemed to include information that:

10.1.1 is or becomes publicly known other than through any act or omission of the receiving party;

10.1.2 was in the other party's lawful possession before the disclosure;

10.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

10.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.

10.2 Subject to clause 10.4, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of this Agreement.

10.3 Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.

10.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 10.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

10.5 The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Entelechy's Confidential Information.

10.6 Entelechy acknowledges that the Customer Data is the Confidential Information of the Customer.

10.7 No party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.

10.8 The above provisions of this clause 10 shall survive termination of this Agreement, however arising.

Customer Terms and Conditions

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